How “Sonic 3 ”went bigger with Shadow's origin story and 2 Jim Carreys: 'Everything is pumped up' (exclusive)

Ben Schwartz and director Jeff Fowler take EW inside their third foray, including another video game element brought to life.

Twenty years ago, Jeff Fowler, the current director of the Sonic the Hedgehog movies, began his career as a character animator in visual effects for Blur Studios, which worked on the Sonic games. "We would get hired to create cool-looking animations that could be put into video games that would get the gamers excited about what they were playing," Fowler recalls in an interview with Entertainment Weekly.

Shadow became one of his first jobs. The character was introduced previously in 2001's Sonic Adventure 2 as an arch-rival for the title hero. Genetically engineered with alien DNA by Prof. Gerald Robotnik, Shadow was another speedster, but he also came with teleportation powers and some fun gadgets, like a motorcycle and even handguns. He was so popular that SEGA hired Blur, including Fowler, to help create the character's own standalone game, 2005's Shadow the Hedgehog.

"'Edginess' is maybe not the right word, but there was a new element tonally that just suddenly made the Sonic world feel a little bit more exciting, a little bit more dangerous," Fowler says. And now, with the filmmaker getting to introduce Shadow into his own movies with this December's Sonic the Hedgehog 3, he adds, "I think that's exactly what Shadow has done for this film."

Keanu Reeves voices Shadow alongside the returning Ben Schwartz (Sonic), Colleen O'Shaughnessey (Tails), Idris Elba (Knuckles), and James Marsden (Tom). And given that the film will explore Shadow's story from the games, Jim Carrey is pulling double duty. In addition to reprising his role of zany Sonic nemesis Dr. Ivo Robotnik, the comedy great also plays Robotnik's grandfather and Shadow's creator in another equally intensive prosthetics and costume job.

"I feel like this film...it's got so much," Fowler adds. "It's everything we've done in the previous films but even more."

"The CG is even more impressive. Everything is pumped up for this one," Schwartz says in a separate conversation. "[Producer] Toby [Ascher] talks about us having a lot of Avengers moments, which I love, but it's very much that everything is bigger in this movie and more impressive."

Schwartz's first inkling that the movies might take off came with the response to the first film's first trailer in 2019, or as he calls it, "the trailer that shall not be named." The YouTube preview racked up millions of views, though a lot of fans had a lot of things to say about the design of Sonic, who was originally rendered with a more human-like face and teeth. "Paramount taking the money and the time to adjust it a bit, it shows that we care, we're listening," the actor says. "We are fans. We feel connected to the fans."

The fact that some kids can now recognize Schwartz as the voice of Sonic years later feels exciting to him, especially considering he wasn't supposed to play Sonic originally. He met Tim Miller, the director of the first Deadpool and a co-founder of Blur Studios, where Fowler worked at the time. He was trying to get a Sonic movie made and needed someone to voice the character for a five-minute short that would be used to sell the concept to Paramount Pictures. "There literally wasn't a contract. I did it just for the test, knowing that they'll probably find someone bigger or more famous," Schwartz remembers. "They just loved that test so much that they kept me around."

On a break from finalizing the franchise's third entry in his edit bay in Santa Monica, Calif., in late October, Fowler reflects on the massive success of these family-friendly animated movies. The first one still ranks as one of the highest-grossing video-game-to-movie adaptations of all time. "I don't feel like we are always moving forward," he says. "For me, the most exciting thing is just getting the opportunity to tell more stories and bring in more characters.... It's the natural tendency with movie making that you have to go a little bigger or grow in certain ways in order for the next film to feel like a must-see thing," Fowler continues. "With this film, I mean, it had so much going for it in the first week we sat down to write it."

Similar to how the ending of Sonic the Hedgehog (2020) teased Tails ahead of the character's formal entry in Sonic the Hedgehog 2 (2022), the sequel came with an end-credits tag to tee up the arrival of Shadow. Now, the third film delivers the major beats of that character's story, even if some of them are a bit more heavy than Sonic's own origin. No spoilers, but there's an emotional core to Shadow's journey that involves Gerald's granddaughter Maria (played in the movie by Alyla Browne).

"That's the challenge of these films," Fowler explains of re-contextualizing story points in the games to align with their premise. "It's always to take what has come before in terms of the video games and the comics and all that. How do we take the essence of what the fans love and merge it with this movie treatment that we created?"

On a similar note, the filmmaker points to Shadow's motorcycle and guns in the gaming space. "We certainly are very respectful about what fans expect to see and what they love about the character. We're also very aware of the times and the right way to handle that kind of imagery in a family film," he continues. "I think we really ended in a great place. I think fans will watch this film and really appreciate Shadow and Maria. A lot of care and a lot of love has gone into telling Shadow's story and giving fans the best movie version of the character imaginable."

Even Reeves, as Fowler recalls of their first meeting for the role, seemed invested in the character. The Matrix and John Wick star came prepared with insightful questions about what they were trying to achieve. "He had really done his homework," Fowler remembers.

"Do you realize how badly I want to meet Keanu Reeves?" Schwartz, who recorded his voiceover for Sonic separate from the cast, exclaims. "I've been pushing so hard. I haven't even met Idris yet, and we've done two movies and a TV show together!" (In addition to Sonic the Hedgehog 2 and 3, Schwartz and Elba voiced their roles for this year's Paramount+ show Knuckles.)

Because this is Shadow's origin story, the team knew they needed another element to tell it: the other Robotnik. Their hope from conception was for Carrey to play Shadow's creator on top of his duties as Ivo. Fowler acknowledges, "It was such a big ask." Logistically, it meant the Ace Ventura actor would have twice the amount of work since they couldn't possibly film both performances on the same days. Carrey's transformation into Gerald alone took three hours in the makeup chair every time. Luckily, Carrey was game. "I don't know what we would've done," Fowler remarks. "I don't even want to think about this."

The material seemed to write itself, the director also notes. At first, they focused on drawing parallels between these two mad scientists, "not just with bald heads and giant mustaches, but also in their behavior and their attitude," he says. "But then, just from a storytelling standpoint, it needed to go in some ways to create the right sort of conflict for the film. I don't want to give anything away, but it was really fun to plot that, to come up with all those interactions and all the different story needs that had to happen. Jim was just such a great partner in designing all of that."

Other elements from the video games will be introduced for the first time on the big screen with Sonic 3, such as the cutesy Chao creatures of Chao Gardens, recurring locations in the games. Sonic Adventure 2 was a big inspiration for the direction of the new film, and Fowler and his team wanted to make the Chao more than just a subtle Easter egg. So they reimagined these fairy-like creatures as part of a Chao Gardens-themed restaurant in Tokyo, the city where Team Sonic and Shadow face off for the first time.

"There's a deep love of animated characters in that culture in Tokyo, and it was very believable that, if we had these Chao as a fictional character in that world, they could have a themed restaurant that we hear is a very popular must-see attraction," Fowler says. "If we needed our little Team Sonic to have a moment to regroup and have a conversation about what was going on, why not have them take a seat at a Chao Gardens restaurant?"

Continuing the tradition set by the previous two films, Sonic the Hedgehog 3 (in theaters Dec. 20) will also set the stage for a potential fourth movie to introduce another video game character after Tails and now Shadow. Of course, don't expect Fowler to give up the goods just yet.

"It's fun to see the fan debates online about who's coming up next, who's going to be teased at the end of the film," he says. "We have a lot of the same conversations. We've all got our favorites on the filmmaking side, and we're all making great cases for 'it should be this one or that one.' It is fun to keep that anticipation. This movie is no different in terms of teasing new characters."